[{"id":"baeb9071-d8c0-40aa-b162-d4a13d64e1de","order":1,"text":"SOFTWARE DEVELOPMENT AGREEMENT","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"9d33b171-23f6-40fd-83f2-b6c350ca1532","order":2,"text":"Project: [Project name]","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"26","cflou":false,"active":true},{"id":"3e4b82af-7c21-455e-8fa1-d6bd2367a596","order":3,"text":"This Software Development Agreement (this \"Agreement\") is made and entered into as of [Effective Date] (the \"Effective Date\"), by and between:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"86fc24fe-353f-4f6b-a453-1e4ddd822d23","order":4,"text":"[Client legal name], a [State] [type of entity], having its principal place of business at [Client address] (the \"Client\"); and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"4fa7acd2-9a78-4640-a07c-d2d9cf829578","value":"entity","type":"add","operator":"="}]},{"id":"e70bb986-71e2-4955-881e-7cfe117e6aa0","order":5,"text":"[Client legal name], an individual residing at [Client address] (the \"Client\"); and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"4fa7acd2-9a78-4640-a07c-d2d9cf829578","value":"individual","type":"add","operator":"="}]},{"id":"f622a3d5-d4e4-4f81-b265-bd378c966fb1","order":6,"text":"[Developer legal name], a [State] [type of entity], having its principal place of business at [Developer address] (the \"Developer\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"d55d55e4-a8bd-4fb2-9bb2-76532c55442f","value":"entity","type":"add","operator":"="}]},{"id":"8e752b8e-0e73-450a-a847-ed5168f2e820","order":7,"text":"[Developer legal name], an individual residing at [Developer address] (the \"Developer\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"d55d55e4-a8bd-4fb2-9bb2-76532c55442f","value":"individual","type":"add","operator":"="}]},{"id":"debf1f9d-11f3-4d08-a92b-ee1bdf9b1f7e","order":8,"text":"The Client and the Developer are referred to individually as a \"Party\" and collectively as the \"Parties\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"d058ee89-4a58-42de-b7b2-f1604c9c8d03","order":9,"text":"RECITALS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10"},{"id":"9c8913d0-8d78-43ed-aaa2-4ee21d2a8398","order":10,"text":"WHEREAS, the Client wishes to have designed, developed, tested and delivered [short description of the software or website], to be known as the [Project name] project (the \"Project\");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d5ca55a8-bd15-4065-93ce-727c3d1b969b","order":11,"text":"WHEREAS, the Developer is engaged in the business of designing and developing custom software and websites and represents that it has the personnel, skill, experience, licenses and resources necessary to perform the services contemplated by this Agreement;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5de19a4c-00d1-4fbc-a521-1f84dcb6d97e","order":12,"text":"WHEREAS, the Parties wish to record the terms upon which those services will be performed, the manner in which the resulting work product will be tested and accepted, and the ownership of the intellectual property rights arising from it;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1e4864db-58fe-4e0c-a1c6-73e12c84d63b","order":13,"text":"NOW, THEREFORE, in consideration of the mutual covenants and undertakings set out below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bae09170-6970-4403-89fd-49d23c14b0cf","order":14,"text":"1. DEFINITIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S01"},{"id":"4a5e5390-bc21-4a6b-9b95-608905a29986","order":15,"text":"In this Agreement, the following capitalized terms have the meanings given to them below. Terms defined elsewhere in this Agreement have the meanings there given.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"14c39241-66a2-43c4-8d3a-8cd203a4d14b","order":16,"text":"\"Acceptance\" means the acceptance of a Deliverable by the Client in accordance with the Article entitled \"Acceptance Testing\", including deemed acceptance under that Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"510f3556-8d09-40ed-a185-be1d649d2473","order":17,"text":"\"Acceptance Criteria\" means the functional, technical and performance requirements applicable to a Deliverable, as set out in the Specifications, together with the requirement that the Deliverable operate substantially without material Defects.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a2d7d2c9-3d05-4c9b-833c-e0551b2d67c1","order":18,"text":"\"Background Technology\" means all software, tools, libraries, frameworks, methodologies, know-how and other materials owned or licensed by the Developer that were created or acquired independently of this Agreement, whether before or after the Effective Date, and that are identified in Schedule 3 or otherwise agreed in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8f48b108-4ee0-4c1b-8ce6-4680e4fc2776","order":19,"text":"\"Change Order\" means a written instrument, signed by an authorized representative of each Party, that modifies the Specifications, the Fees, the Development Schedule or any other term of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"251bc7cb-6e01-4084-830f-e7ef4b0ca4e5","order":20,"text":"\"Client Materials\" has the meaning given to it in the Article entitled \"Client Responsibilities and Dependencies\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d0352bf9-5c1a-45be-a28c-676d752e2c4c","order":21,"text":"\"Confidential Information\" has the meaning given to it in the Article entitled \"Confidentiality\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"beaf8232-880d-4e13-ab64-4b7b54de5990","order":22,"text":"\"Defect\" means any failure of a Deliverable to conform in a material respect to the Specifications, the Acceptance Criteria or the Documentation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0a2c49e3-1975-49c2-a3df-a0e156751bc5","order":23,"text":"\"Deliverables\" means all software, source code, object code, websites, applications, programming interfaces, databases, scripts, configuration files, designs, graphics, wireframes, content, Documentation and other materials that the Developer is required to deliver to the Client under this Agreement, including all works in progress.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"85596275-45af-4cf2-ae9c-2e1f9f69d173","order":24,"text":"\"Development Schedule\" means the schedule of Milestones and delivery dates set out in Schedule 2, as amended from time to time by Change Order.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dbb6de1f-eda2-4a1e-a7c3-f1e06e952907","order":25,"text":"\"Documentation\" means all technical and user documentation relating to the Deliverables, including specifications, architecture and data models, installation, build and deployment instructions, administration guides and end-user manuals.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b28523f5-4bab-44d7-b563-22e5a7893b79","order":26,"text":"\"Fees\" means the amounts payable by the Client to the Developer for the Services, as determined under the Article entitled \"Fees, Expenses and Taxes\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5d6e3516-6258-44e1-905b-8b6851c210a2","order":27,"text":"\"Intellectual Property Rights\" means all patents, copyrights, moral rights, trademarks, trade dress, trade secrets, database rights, mask work rights, rights in know-how and all other intellectual property and proprietary rights of every kind, whether registered or unregistered, including all applications, registrations, renewals and extensions thereof, throughout the world.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"79405e81-38c0-4b8f-a893-5e80b9db1c9c","order":28,"text":"\"Milestone\" means an event or stage of the Project identified as such in the Development Schedule.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ac1c04d6-d481-4fb7-9ca8-5f5216b28034","order":29,"text":"\"Open Source Software\" means software distributed under a license that requires, as a condition of use, modification or distribution, that the software be made available in source code form, be licensed at no charge, or be subject to restrictions on derivative works, including any license approved by the Open Source Initiative.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"03bd668d-4dae-44fd-9369-222fce25f397","order":30,"text":"\"Personnel\" means the employees, officers, agents and permitted subcontractors of a Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"10591096-6b06-4959-8768-7fa52e4f6d9b","order":31,"text":"\"Services\" means the design, development, configuration, integration, testing, delivery, deployment and related services to be performed by the Developer under this Agreement, as described in the Specifications.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"393857fc-7920-442c-9ed1-d1ebaecf7e52","order":32,"text":"\"Source Code\" means the human-readable form of software, including comments, together with the build and deployment scripts, configuration files, database schemas, migration scripts, keys, credentials and instructions reasonably necessary to compile, build, install, operate and maintain the software without recourse to the Developer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0318c263-8741-42d9-884d-29c297027787","order":33,"text":"\"Specifications\" means the description of the Services, of the Deliverables and of the Acceptance Criteria set out in Schedule 1, as amended from time to time by Change Order.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c6fd7ec2-beff-4950-a1e2-272605f8232f","order":34,"text":"\"Third-Party Materials\" means software, content or other materials owned by a third party and incorporated into, or required for the operation of, the Deliverables, as identified in Schedule 3.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c1e4b3e2-8b84-473f-a801-1215ba5bc4e7","order":35,"text":"\"Work Product\" means all Deliverables and all other works of authorship, inventions, discoveries, designs, developments and other materials conceived, created, reduced to practice or first fixed in a tangible medium of expression by the Developer or its Personnel in the course of performing the Services, whether alone or with others and whether or not complete.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4f1bbd8b-411e-4774-a36d-ecccef53524f","order":36,"text":"2. ENGAGEMENT AND SCOPE OF SERVICES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S02"},{"id":"0700c915-0785-470e-8318-09a28a1e8ea7","order":37,"text":"The Client engages the Developer, and the Developer accepts the engagement, to perform the Services and to deliver the Deliverables described in Schedule 1 (Specifications), in accordance with the terms of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5c3f79ba-19b7-4b74-be13-f49647f53155","order":38,"text":"The Developer shall perform the Services in a professional and workmanlike manner, in accordance with generally accepted standards of the software development industry, using personnel who are suitably qualified, trained and experienced for the tasks assigned to them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c60f98e3-dd5a-494d-977e-9b719f77dc90","order":39,"text":"The Developer is under no obligation to perform work that falls outside the Specifications, and the Client is under no obligation to pay for such work, unless that work has been authorized by a Change Order.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dd02861b-9108-4340-ad17-6e6096536eb6","order":40,"text":"The Developer shall designate a project manager who will act as the Client's principal point of contact, attend progress meetings and provide the Client with a written progress report at least once every two (2) weeks for the duration of the Project.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"68441919-7536-487a-bd1b-b9b3cfa0251e","order":41,"text":"The Developer may engage subcontractors to perform any part of the Services only with the Client's prior written consent, which shall not be unreasonably withheld. The Developer remains fully responsible for the acts and omissions of its Personnel and subcontractors as if they were its own, and shall ensure that each of them is bound by written obligations of confidentiality and by an assignment of Intellectual Property Rights sufficient to enable the Developer to perform its obligations under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4c05c8ca-a09f-4322-a673-432b45c9f5e9","order":42,"text":"The Developer shall comply with the Client's reasonable security, coding, accessibility and data-handling policies communicated to it in writing, and with all laws and regulations applicable to the performance of the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"99f4bfc3-75cc-442f-9447-a9a0eeec5da2","order":43,"text":"Nothing in this Agreement grants either Party exclusivity. The Developer may perform services for other clients provided that it does not thereby breach this Agreement, in particular its obligations of confidentiality and its obligations in respect of Intellectual Property Rights.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4d2ac0f8-4d09-4b9e-98bc-a43e1ded7896","order":44,"text":"3. DEVELOPMENT SCHEDULE AND MILESTONES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S03"},{"id":"50defa5c-7d40-451b-a973-230171b8d0e4","order":45,"text":"The Developer shall commence the Services on [Start date] and shall use commercially reasonable efforts to complete the Services and deliver all Deliverables by [Target completion date], in accordance with the Development Schedule set out in Schedule 2.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1ebed52e-0992-4167-b7e8-175b122aa6cb","order":46,"text":"Each Milestone shall be delivered by the date allocated to it in the Development Schedule. The Developer shall notify the Client in writing as soon as it becomes aware that a Milestone date is at risk, stating the cause of the anticipated delay and the corrective measures it proposes to take.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"76bb74da-4ad3-41fa-ab2f-6497b9dad9b1","order":47,"text":"Where the Developer is delayed by an act or omission of the Client, by a Change Order or by an event of force majeure, the affected dates in the Development Schedule shall be extended by a period equal to the delay, and the Developer shall not be in breach of this Agreement by reason of that delay.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6ad20b72-4a48-437e-ae66-0b75fbfdeba6","order":48,"text":"If a Milestone is delivered more than thirty (30) days after its allocated date for reasons attributable to the Developer, the Client may, without prejudice to its other rights and remedies, terminate this Agreement for cause in accordance with the Article entitled \"Term and Termination\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a59abdc5-d468-48a5-9ed1-2d068f461afd","order":49,"text":"4. CHANGE ORDERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S04"},{"id":"781843d7-4726-457f-aa38-e333f3744aab","order":50,"text":"Either Party may request a change to the Specifications, to the Deliverables or to the Development Schedule at any time by written notice to the other Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"30263b88-2785-42db-8b32-2b83400205e4","order":51,"text":"Within five (5) business days after receiving a change request, the Developer shall provide the Client with a written assessment stating the effect of the requested change on the scope of the Services, on the Fees and on the Development Schedule.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"98b7bb24-ff79-4e7f-bd5b-45112fb20907","order":52,"text":"No change is binding until it has been recorded in a Change Order signed by an authorized representative of each Party. Until a Change Order is signed, the Developer shall continue to perform the Services in accordance with the existing Specifications and Development Schedule.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"58587708-262c-4217-b84d-116b3f595f4a","order":53,"text":"Each Change Order forms part of this Agreement. In the event of a conflict, the most recently signed Change Order prevails over earlier Change Orders and over the Specifications, but only in respect of the matters that it expressly addresses.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fbeb96da-481d-4743-aefb-11f71524ecbf","order":54,"text":"5. ACCEPTANCE TESTING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S05"},{"id":"5da3e55b-12d8-4397-a480-e17d2d341aed","order":55,"text":"The Developer shall notify the Client in writing when a Deliverable is ready for acceptance and shall deliver it together with the Documentation and, where applicable, the deployment instructions and the results of the tests carried out by the Developer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4b20bf33-c4e2-4778-bea3-3ec732c8a19b","order":56,"text":"The Client shall have [Number] days from delivery (the \"Acceptance Period\") to test the Deliverable against the Acceptance Criteria and to notify the Developer in writing that the Deliverable is accepted or rejected. A notice of rejection shall describe each claimed Defect in reasonable detail so as to permit the Developer to reproduce it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1dca7b8f-d317-42a6-96a5-5a9f0ee7e10d","order":57,"text":"If the Client gives no notice of acceptance or rejection before the end of the Acceptance Period, the Deliverable shall be deemed accepted on the last day of that period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"db3fcf45-9a3b-475c-909b-a65ea3763c80","order":58,"text":"If the Client rejects a Deliverable, the Developer shall correct the Defects and resubmit the Deliverable within [Number] days, at no additional charge. A further Acceptance Period of the same length shall then apply to the corrected Deliverable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3b5b002b-0f19-4982-b007-afc831334253","order":59,"text":"If a Deliverable is again rejected after three (3) submissions, the Client may, at its option and without prejudice to its other rights and remedies, accept the Deliverable subject to an equitable reduction of the Fees, require the Developer to continue to correct the Defects, or terminate this Agreement for cause and obtain a refund of all Fees paid in respect of the rejected Deliverable and of any other Deliverable that is of no use to the Client without it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f66d5689-115a-4f69-890a-9405913dadef","order":60,"text":"Acceptance of a Deliverable does not waive, limit or otherwise affect the warranties given by the Developer under this Agreement, nor any right or remedy of the Client in respect of Defects that were not reasonably discoverable during the Acceptance Period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ba9ce903-7379-4683-b77e-b43e08759cf5","order":61,"text":"6. CLIENT RESPONSIBILITIES AND DEPENDENCIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S06"},{"id":"69b7d5d6-8229-4753-ad26-ecda4c98343f","order":62,"text":"The Client shall provide the Developer, in a timely manner, with the content, data, materials, access, credentials, environments, decisions and approvals that are reasonably necessary for the performance of the Services (together, the \"Client Materials\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"65216dd1-f4dc-4aaa-a217-30e4eb0ab9b9","order":63,"text":"Unless a different period is agreed in writing, the Client shall respond to a written request for a decision, an approval or feedback within [Number] business days.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"246de6fb-a743-4277-8aa6-3821ed43e6ab","order":64,"text":"The Client grants the Developer a non-exclusive, royalty-free, worldwide license to use, reproduce, modify and display the Client Materials for the sole purpose of performing the Services. That license terminates upon completion of the Services or upon termination of this Agreement, whichever occurs first.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"760a8615-d191-4f18-9713-85eff754b933","order":65,"text":"The Client represents and warrants that it owns, or has the right to grant the license described above in respect of, the Client Materials, and that the use of the Client Materials in accordance with this Agreement will not infringe the rights of any third party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"abbdfdc7-a1e9-413a-ad59-ffec5b55d314","order":66,"text":"The Developer shall not be liable for any delay or failure to perform to the extent that it is caused by the Client's failure to comply with this Article, and any additional work resulting from such a failure shall be chargeable in accordance with the Article entitled \"Change Orders\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b6ed8418-d2da-4018-9922-7603f5739563","order":67,"text":"7. FEES, EXPENSES AND TAXES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S07"},{"id":"7fa0a34b-c1a5-470b-9d24-2db2e5730346","order":68,"text":"In consideration of the performance of the Services, the Client shall pay the Developer a fixed fee of USD [Amount] for the Services described in the Specifications, exclusive of applicable taxes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"10c3843d-da0a-4ada-9b61-979195e02ee2","value":"fixed","type":"add","operator":"="}]},{"id":"d3cca810-4f5c-4f54-bcfb-975b080a2044","order":69,"text":"A deposit of USD [Amount] is payable upon signature of this Agreement and shall be credited against the final invoice. The balance of the Fees is payable against the Milestones, in the amounts and at the times set out in Schedule 2, in each case following Acceptance of the Deliverables allocated to the relevant Milestone.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"10c3843d-da0a-4ada-9b61-979195e02ee2","value":"fixed","type":"add","operator":"="}]},{"id":"cde15d29-8856-42f7-beea-226628fa5090","order":70,"text":"In consideration of the performance of the Services, the Client shall pay the Developer at the rate of USD [Amount] per hour for time properly spent on the Services, exclusive of applicable taxes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"10c3843d-da0a-4ada-9b61-979195e02ee2","value":"hourly","type":"add","operator":"="}]},{"id":"5dc5fe80-790d-470a-8015-12545d5612c4","order":71,"text":"The Developer shall invoice monthly in arrears and shall provide with each invoice a statement showing the time spent, by person and by task. The Developer shall not exceed a total of USD [Amount] without the Client's prior written approval, and shall notify the Client in writing when eighty percent (80%) of that amount has been reached.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"10c3843d-da0a-4ada-9b61-979195e02ee2","value":"hourly","type":"add","operator":"="}]},{"id":"72cf4289-8124-4919-8a54-bd37da115d8d","order":72,"text":"In consideration of the performance of the Services, the Client shall pay the Developer a monthly fee of USD [Amount], exclusive of applicable taxes, payable monthly in advance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"10c3843d-da0a-4ada-9b61-979195e02ee2","value":"retainer","type":"add","operator":"="}]},{"id":"0a4b319a-212f-412a-a340-8dc6779195c3","order":73,"text":"The monthly fee covers up to [Number] hours of Services per calendar month. Unused hours are not carried forward from one month to the next. Services performed in excess of that allowance shall be performed only under a Change Order.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"10c3843d-da0a-4ada-9b61-979195e02ee2","value":"retainer","type":"add","operator":"="}]},{"id":"737d5469-75e2-482c-9317-0f0980ca3825","order":74,"text":"Unless otherwise stated in this Agreement, invoices are payable within [Number] days of the date of the invoice. The Client shall notify the Developer in writing of any disputed item within that period, shall pay all undisputed amounts when due, and the Parties shall resolve the disputed item promptly and in good faith.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"61aae916-7452-44fa-a9a4-ec7a28084f63","order":75,"text":"Amounts that remain unpaid after their due date bear interest at the rate of [Rate]% per month, or at the maximum rate permitted by applicable law if lower, calculated from the due date until payment in full.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bda689ad-a94d-4115-acdc-2a89cbc8fdf2","order":76,"text":"If an undisputed invoice remains unpaid for more than fifteen (15) days after written notice of non-payment, the Developer may suspend performance of the Services until payment is received, and the Development Schedule shall be extended by the period of suspension.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c0a8c190-3221-4cf2-9c34-8738df87a59e","order":77,"text":"The Client shall reimburse reasonable out-of-pocket expenses incurred by the Developer in the performance of the Services, provided that any expense exceeding USD [Amount] has been approved in writing in advance and that the Developer provides supporting receipts.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d54af4fd-73c6-47b6-8e0a-4a22ec1f08be","order":78,"text":"The Developer shall keep complete and accurate books and records supporting the Fees and the expenses invoiced under this Agreement, and shall retain them for three (3) years after the date of the invoice to which they relate. Upon reasonable prior written notice and no more than once in any twelve (12) month period, the Client may examine those records, during normal business hours, for the sole purpose of verifying the amounts invoiced. If such an examination reveals an overcharge exceeding five percent (5%) of the amounts invoiced during the period examined, the Developer shall reimburse the overcharge together with the reasonable cost of the examination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bcf0b1aa-6565-4d8b-ab83-4110e2eadbbf","order":79,"text":"The Fees are exclusive of sales, use, value added and similar taxes, which shall be borne by the Client where applicable. Each Party is responsible for taxes assessed on its own income and for its own payroll and employment taxes. The Developer shall provide the Client with a properly completed IRS Form W-9 or, if applicable, the appropriate IRS Form W-8, before the first payment falls due.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2f772b58-19b3-4e39-801c-404f24f72118","order":80,"text":"8. INTELLECTUAL PROPERTY RIGHTS IN THE WORK PRODUCT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S08"},{"id":"f458e9ea-ce4a-49cc-b4e9-79da11ea0e93","order":81,"text":"This Article governs the ownership of, and the rights granted in, the Work Product. It applies to all Work Product, whether or not it has been accepted and whether or not the Project is completed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6fb1e679-df82-44ed-b7c6-13c6a815fa74","order":82,"text":"The Parties expressly agree that the Work Product is specially ordered and commissioned by the Client and that, to the fullest extent permitted by law, it constitutes a \"work made for hire\" within the meaning of Section 101 of the United States Copyright Act (17 U.S.C. § 101). The Client shall be deemed the author of the Work Product and shall be the exclusive owner of it and of all Intellectual Property Rights in it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4dc153e9-f939-424f-aa45-7f5abb82c60e","value":"assignment","type":"add","operator":"="}]},{"id":"c1ec1341-4135-4f3f-ba75-98572298ac9f","order":83,"text":"To the extent that any Work Product does not qualify as a work made for hire, whether because it does not fall within one of the categories of specially ordered or commissioned works enumerated in that section or for any other reason, the Developer hereby irrevocably assigns and transfers to the Client, and shall procure that its Personnel irrevocably assign and transfer to the Client, all right, title and interest in and to the Work Product, including all Intellectual Property Rights in it, throughout the world and for the full term of protection, together with the right to sue for and recover damages in respect of past infringements.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4dc153e9-f939-424f-aa45-7f5abb82c60e","value":"assignment","type":"add","operator":"="}]},{"id":"5ba752cd-ebbf-442d-844c-515092de2e7c","order":84,"text":"To the fullest extent permitted by applicable law, the Developer waives, and shall procure that its Personnel waive, all moral rights and all rights of attribution and integrity in the Work Product, including any rights arising under 17 U.S.C. § 106A, and agrees not to assert such rights against the Client, its licensees or its successors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4dc153e9-f939-424f-aa45-7f5abb82c60e","value":"assignment","type":"add","operator":"="}]},{"id":"546512dd-f24e-4d2f-8208-ad2706b00849","order":85,"text":"The assignment made by this Article takes effect upon payment in full of the Fees due in respect of the relevant Work Product. Until that time, the Developer grants the Client a non-exclusive license to use the Work Product for the purpose of testing and evaluating it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4dc153e9-f939-424f-aa45-7f5abb82c60e","value":"assignment","type":"add","operator":"="}]},{"id":"ddf89adb-216b-4cb4-b624-c8a0cd935601","order":86,"text":"The Developer shall, at the Client's request and expense, execute all documents and do all things reasonably required to perfect, record or enforce the Client's rights in the Work Product, including the execution of assignments in recordable form. The Developer irrevocably appoints the Client as its attorney-in-fact, such appointment being coupled with an interest, to execute such documents in the Developer's name if the Developer fails to do so within ten (10) business days after a written request.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4dc153e9-f939-424f-aa45-7f5abb82c60e","value":"assignment","type":"add","operator":"="}]},{"id":"e9ce9399-6684-4542-b169-12df99974192","order":87,"text":"The Developer shall deliver to the Client the Source Code and the Documentation for each Deliverable, in the repository designated by the Client, within five (5) business days after Acceptance of that Deliverable and, in any event, upon termination of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4dc153e9-f939-424f-aa45-7f5abb82c60e","value":"assignment","type":"add","operator":"="}]},{"id":"4edaa81e-257a-44f5-a228-236a5bbc92a1","order":88,"text":"The Developer retains ownership of the Work Product and of all Intellectual Property Rights in it, subject to the license granted below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4dc153e9-f939-424f-aa45-7f5abb82c60e","value":"license","type":"add","operator":"="}]},{"id":"36a2bddc-2337-4652-9339-077724e1420e","order":89,"text":"Subject to payment in full of the Fees, the Developer grants the Client a perpetual, irrevocable, worldwide, non-exclusive, fully paid-up and royalty-free license to use, execute, reproduce, modify, adapt, create derivative works of, publicly display, distribute and otherwise exploit the Work Product for any business purpose of the Client, together with the right to sublicense those rights to the Client's affiliates and to contractors acting on the Client's behalf.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4dc153e9-f939-424f-aa45-7f5abb82c60e","value":"license","type":"add","operator":"="}]},{"id":"d7ce0c5b-faac-4e63-9494-8ca71386a398","order":90,"text":"The Developer shall not license, disclose or otherwise make available to any third party any Work Product that has been developed to the Client's specific requirements or that embodies the Client's Confidential Information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4dc153e9-f939-424f-aa45-7f5abb82c60e","value":"license","type":"add","operator":"="}]},{"id":"c0709d39-c453-4920-a6b6-171f66a9fd2e","order":91,"text":"The Developer shall deliver to the Client the Source Code and the Documentation for each Deliverable, in the repository designated by the Client, within five (5) business days after Acceptance of that Deliverable and, in any event, upon termination of this Agreement. The license granted above extends to that Source Code and to that Documentation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4dc153e9-f939-424f-aa45-7f5abb82c60e","value":"license","type":"add","operator":"="}]},{"id":"096b5cf2-f466-4111-ad48-1184929c0215","order":92,"text":"To the fullest extent permitted by applicable law, the Developer waives all moral rights and all rights of attribution and integrity in the Work Product, including any rights arising under 17 U.S.C. § 106A, as against the Client, its licensees and its successors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4dc153e9-f939-424f-aa45-7f5abb82c60e","value":"license","type":"add","operator":"="}]},{"id":"f6c50651-7abb-41ae-92f9-ae493eda4eb4","order":93,"text":"In all cases, the Client Materials, the Client's trademarks and all data generated through the use of the Deliverables remain the exclusive property of the Client, and nothing in this Agreement transfers any right in them to the Developer other than the limited license granted in the Article entitled \"Client Responsibilities and Dependencies\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6e0cac21-2c6d-49fe-ad97-afe05cce74da","order":94,"text":"The Developer may refer to the Project and display non-confidential screenshots of the Deliverables in its portfolio and marketing materials only with the Client's prior written consent, which the Client may withhold at its discretion.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d40e0afc-041e-45fc-a98f-b6be340b7375","order":95,"text":"9. BACKGROUND TECHNOLOGY AND THIRD-PARTY MATERIALS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S09"},{"id":"37692027-8a7a-4bcc-b9f5-ea35233dd973","order":96,"text":"The Developer retains ownership of its Background Technology. The Developer shall identify in Schedule 3 all Background Technology that it intends to incorporate into the Deliverables and shall obtain the Client's prior written consent before incorporating any Background Technology that is not so identified.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"96c85e6b-15d9-4f9b-8c2f-8a18e1a0f396","order":97,"text":"To the extent that Background Technology is incorporated into, or is necessary for the use of, the Deliverables, the Developer grants the Client a perpetual, irrevocable, worldwide, non-exclusive, fully paid-up, royalty-free and sublicensable license to use, reproduce, modify, create derivative works of and distribute that Background Technology as part of the Deliverables.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"447715d3-9ba8-4800-821c-2545953835d5","order":98,"text":"Any material incorporated into the Deliverables that is identified neither as Background Technology nor as Third-Party Materials shall be treated as Work Product and shall be governed by the Article entitled \"Intellectual Property Rights in the Work Product\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ab4b6b64-6ec5-4a3d-b438-14d28987ca85","order":99,"text":"The Developer shall identify in Schedule 3 all Third-Party Materials, together with the applicable licensor, the license type and any license fee. The Developer shall procure, in the name of the Client where possible, all licenses required for the Client to use the Third-Party Materials for their intended purpose. Any license fee approved in advance by the Client shall be borne by the Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9182a617-9e5e-4816-9451-076d36cf6b95","order":100,"text":"Nothing in this Agreement prevents the Developer from using, in the course of its business, the general knowledge, skills and experience acquired in the performance of the Services, provided that it does so without use or disclosure of the Client's Confidential Information and without infringement of the Client's Intellectual Property Rights.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ced7148d-9db6-4838-ad89-720664f880ce","order":101,"text":"10. HOSTING, DOMAIN NAMES AND THIRD-PARTY ACCOUNTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S10"},{"id":"601905d9-999a-48d1-959a-17e41e2837a8","order":102,"text":"Where the performance of the Services requires an account with a hosting provider, a cloud platform, a domain name registrar, a content delivery network, a code repository, an application store or any other third-party service, the Developer shall open that account in the name of the Client and for the Client's benefit, unless the Client directs otherwise in writing. Where such an account is nevertheless held in the Developer's name, the Developer holds it on behalf of the Client and shall transfer it to the Client upon written request.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c5dc2083-42da-4ee6-b9e1-3263ab294d9f","order":103,"text":"All domain names registered by the Developer in connection with the Project are the exclusive property of the Client. The Developer shall procure that the Client is recorded as registrant and as administrative contact, and shall not transfer, renew in its own name, allow to lapse or encumber any such domain name without the Client's prior written consent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"13276395-10ff-4c29-adf8-6ee978be66ee","order":104,"text":"The Developer shall maintain a current record of all accounts, environments, domain name and DNS configurations, certificates, application programming interface keys and other credentials used in connection with the Deliverables. It shall deliver that record, together with administrative control of each account, to the Client upon Acceptance of the final Deliverable and, in any event, upon the expiration or termination of this Agreement, in each case at no additional charge. Until administrative control has been transferred, the Developer shall maintain regular backups of the Deliverables and of the associated data and shall make them available to the Client upon request.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f503860c-6e01-4d34-b263-861792ac858e","order":105,"text":"Fees payable to third-party providers of hosting, of domain name registration and of similar services are borne by the Client and, where the Developer advances them, are reimbursable in accordance with the Article entitled \"Fees, Expenses and Taxes\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7fe41216-6c31-4ab1-8fae-c96dbd74f153","order":106,"text":"The Developer shall not, by the use of a disabling device, by the withholding of credentials, by the suspension or deletion of an account or by any other means of self-help, interrupt or impair the Client's access to the Deliverables, to the environments in which they are hosted or to the accounts referred to in this Article, notwithstanding any dispute between the Parties. This provision does not affect the Developer's right to suspend the performance of the Services in the circumstances expressly permitted by the Article entitled \"Fees, Expenses and Taxes\". Any claim of the Developer for payment shall be pursued exclusively in accordance with the Article entitled \"Governing Law and Dispute Resolution\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a5fcaab4-2663-4096-b580-b51fb863fba3","order":107,"text":"11. OPEN SOURCE SOFTWARE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S11"},{"id":"a9da8494-268f-42e3-a963-84726c8593fb","order":108,"text":"The Developer shall not incorporate Open Source Software into the Deliverables, nor use Open Source Software in the performance of the Services in a manner that affects the Deliverables, except in accordance with this Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c44bf10d-4e63-473e-b4b3-24e1c16a1d7a","order":109,"text":"The Developer shall maintain and deliver to the Client, with each Deliverable and again upon completion of the Project, a bill of materials listing each item of Open Source Software incorporated into or used with that Deliverable, stating the component name, the version, the applicable license, the location of the license text and the purpose for which the component is used.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5406f5f4-d4f1-4979-887f-bb85864b8bdd","order":110,"text":"The Developer shall comply with all terms of the licenses applicable to Open Source Software incorporated into the Deliverables, including obligations of attribution, preservation of notices and delivery of license texts, and shall provide the Client with all notices that are required to be passed on to recipients of the Deliverables.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"65b993e5-93e5-4b02-8ac7-2b3421b24cf0","order":111,"text":"The Developer shall not incorporate into the Deliverables, nor link the Deliverables with, any Open Source Software licensed under terms that require, as a condition of use, modification or distribution, that the Deliverables or any part of them be disclosed in source code form, be licensed at no charge, be licensed on terms permitting derivative works or reverse engineering, or otherwise be made available on terms that would restrict the Client's ability to exploit the Deliverables commercially. Such licenses include, without limitation, the GNU General Public License, the GNU Affero General Public License, the GNU Lesser General Public License, the Server Side Public License, the Mozilla Public License and the Eclipse Public License.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"0226d68d-0952-42c4-a2bf-0b5a2ec4f36b","value":"restricted","type":"add","operator":"="}]},{"id":"ed28e82c-a5b7-477a-a950-5f9a39e58704","order":112,"text":"If the Developer becomes aware that Open Source Software has been incorporated in breach of this Article, it shall promptly notify the Client and shall, at its own cost and at the Client's option, remove the offending component, replace it with a functionally equivalent component that is not subject to such a license, or obtain a commercial license permitting the Client's intended use.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"0226d68d-0952-42c4-a2bf-0b5a2ec4f36b","value":"restricted","type":"add","operator":"="}]},{"id":"19ce1367-4fdf-4c33-9106-a14f1208ea7c","order":113,"text":"The Client consents to the incorporation of the following Open Source Software components notwithstanding that they are licensed under terms imposing source code disclosure or reciprocal licensing obligations: [Approved components and licenses].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"0226d68d-0952-42c4-a2bf-0b5a2ec4f36b","value":"approved","type":"add","operator":"="}]},{"id":"6f791c40-995c-49ec-9191-b81f375b0172","order":114,"text":"That consent is given on condition that each such component is used and distributed in a manner that does not subject the remainder of the Deliverables, the Client's proprietary code or any other software of the Client to any source code disclosure, no-charge licensing or reciprocal licensing obligation. Any other Open Source Software subject to such obligations may be incorporated only with the Client's prior written consent, and the Developer shall, at its own cost, remove or replace any component incorporated in breach of this Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"0226d68d-0952-42c4-a2bf-0b5a2ec4f36b","value":"approved","type":"add","operator":"="}]},{"id":"ea80fb96-14fa-44f5-bf35-64f810a9026e","order":115,"text":"The Developer warrants that no Open Source Software has been or will be incorporated into the Deliverables in a manner that would require the disclosure or the licensing of the Client's proprietary source code, otherwise than as expressly permitted by this Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dfe7663e-55c1-4da7-be3e-aabc46cd1125","order":116,"text":"12. USE OF ARTIFICIAL INTELLIGENCE DEVELOPMENT TOOLS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S12"},{"id":"c5bacac6-1a1e-43b0-bd83-aa2f94eeb72c","order":117,"text":"In this Article, \"AI Tool\" means any generative artificial intelligence system, including a coding assistant or agent, that produces source code, text, images or other material in response to prompts or to context supplied to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8cefd08c-0549-46a7-9e23-d2988aa9b074","order":118,"text":"The Developer may use an AI Tool in the performance of the Services only where that tool is configured so that neither the inputs submitted to it nor the resulting output are used to train the underlying model or are otherwise retained for the provider's own purposes. The Developer shall not submit Client Materials, Source Code of the Deliverables or Confidential Information of the Client to an AI Tool that is not so configured.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2d753f6d-bcc8-4b48-b5d5-e2b7fd455ed2","order":119,"text":"The Developer acknowledges that, under United States copyright law, material produced by an artificial intelligence system without sufficient human authorship is not protected by copyright, as confirmed by the United States Copyright Office in its report Copyright and Artificial Intelligence, Part 2: Copyrightability, published in January 2025. The Developer shall ensure that each element of the Work Product results from the creative contribution, selection, arrangement, review and modification of its Personnel to an extent sufficient for the Work Product to be protected by copyright and for the provisions of the Article entitled \"Intellectual Property Rights in the Work Product\" to take full effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"97f73a59-348b-4d56-899a-1c8b3d60fa98","order":120,"text":"The Developer remains fully responsible for any output of an AI Tool that is incorporated into the Deliverables, as if that output had been written by its Personnel. Before incorporating such output, the Developer shall review and test it and shall verify that it does not reproduce the code or the content of a third party, that it does not introduce Open Source Software otherwise than in accordance with the Article entitled \"Open Source Software\", and that it does not introduce a security vulnerability.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"32f65dbc-dd9b-4f52-a689-2f8b12f5d3cc","order":121,"text":"The Developer shall, upon the Client's written request, identify the AI Tools used in the performance of the Services and describe the manner in which they have been used, and shall cease to use any AI Tool to which the Client objects in writing on reasonable grounds.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cdf7cd20-b2f3-4fa3-bbc2-9ce85c6c01a6","order":122,"text":"The representations and warranties given by the Developer as to the originality of the Work Product and as to the absence of infringement of the rights of third parties apply without modification to material produced with the assistance of an AI Tool.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"16ccec0c-2d55-41b6-a484-9849eb760a8a","order":123,"text":"13. SOURCE CODE ESCROW","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"ae1a9687-4fef-4484-8fa5-fc82847ee099","value":"yes","type":"add","operator":"="}],"marginTop":"24","sectionNum":"S13"},{"id":"0d629fe7-374a-4629-9d69-3891786e13a6","order":124,"text":"Within thirty (30) days after the Effective Date, the Parties shall enter into a source code escrow agreement with [Escrow agent] (the \"Escrow Agent\"), on the Escrow Agent's standard tri-party terms as amended so as to be consistent with this Agreement. The escrow arrangement is in addition to, and does not replace, the Developer's obligation to deliver the Source Code under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ae1a9687-4fef-4484-8fa5-fc82847ee099","value":"yes","type":"add","operator":"="}]},{"id":"aa2e698b-3143-438c-9790-8a2f8b36960d","order":125,"text":"The Developer shall deposit with the Escrow Agent a complete and current copy of the Source Code, the Documentation, the build and deployment scripts and any keys, credentials, tools and instructions necessary to compile, install, operate and maintain the Deliverables without recourse to the Developer. The Developer shall update the deposit [Frequency of deposits] and, in any event, upon each release of a new version of the Deliverables.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ae1a9687-4fef-4484-8fa5-fc82847ee099","value":"yes","type":"add","operator":"="}]},{"id":"f57d7fcb-61a1-4968-b28e-e914faa3944c","order":126,"text":"The Developer warrants that each deposit is complete and accurate and that the deposited materials will build and operate in accordance with the Documentation. The Client may, at its own cost and not more than once in any twelve (12) month period, require the Escrow Agent or an independent expert bound by obligations of confidentiality to verify the deposit.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ae1a9687-4fef-4484-8fa5-fc82847ee099","value":"yes","type":"add","operator":"="}]},{"id":"f6443c82-d6fa-4ce6-a1ed-d8e22685c9ae","order":127,"text":"The Escrow Agent shall release the deposited materials to the Client upon the occurrence of any of the following release events: the Developer ceases to carry on business; the Developer becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver, trustee or liquidator appointed over a substantial part of its assets; a case is commenced by or against the Developer under the United States Bankruptcy Code and is not dismissed within sixty (60) days; the Developer materially fails to perform its warranty, maintenance or support obligations and does not remedy that failure within thirty (30) days after written notice; or this Agreement is terminated by the Client for cause.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ae1a9687-4fef-4484-8fa5-fc82847ee099","value":"yes","type":"add","operator":"="}]},{"id":"7475c838-94aa-4010-8edd-21f8467b3ba0","order":128,"text":"Upon release, the Client is granted a perpetual, irrevocable, worldwide, non-exclusive, fully paid-up license to use, reproduce, modify and create derivative works of the deposited materials for the sole purpose of maintaining, supporting and continuing to use the Deliverables, and may disclose the deposited materials to a contractor engaged for that purpose and bound by written obligations of confidentiality.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ae1a9687-4fef-4484-8fa5-fc82847ee099","value":"yes","type":"add","operator":"="}]},{"id":"a62c9fe5-de9c-47c6-bd30-0e51aecaa4d4","order":129,"text":"The Parties acknowledge that this Agreement is a contract under which the Developer licenses rights to \"intellectual property\" as that term is defined in Section 101(35A) of the United States Bankruptcy Code, including the license of the Background Technology and the license of the deposited materials granted above, and that the Client, as licensee, is entitled to the protections of Section 365(n) of that Code, including the right to retain and to enforce its rights in the deposited materials in the event of rejection of this Agreement in a bankruptcy proceeding.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ae1a9687-4fef-4484-8fa5-fc82847ee099","value":"yes","type":"add","operator":"="}]},{"id":"7f173a33-b72f-44aa-b4dd-f822c5277a67","order":130,"text":"The fees of the Escrow Agent shall be borne by the Client, unless otherwise agreed in the escrow agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ae1a9687-4fef-4484-8fa5-fc82847ee099","value":"yes","type":"add","operator":"="}]},{"id":"e98aa3a7-e877-45c5-be95-b99ee1615863","order":131,"text":"14. CONFIDENTIALITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S14"},{"id":"da7b406a-e7f1-4655-a6c4-852e35765ade","order":132,"text":"\"Confidential Information\" means all non-public information disclosed by or on behalf of one Party (the \"Disclosing Party\") to the other (the \"Receiving Party\"), in any form, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of its disclosure, including business plans, customer and user data, financial information, product roadmaps, designs, algorithms, Source Code and the terms of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"85275159-a1a0-4780-b105-fc8b3c3cc6f5","order":133,"text":"Confidential Information does not include information that is or becomes publicly available otherwise than through a breach of this Agreement, that was rightfully known to the Receiving Party without restriction before its disclosure, that is rightfully received from a third party without restriction and without breach of any obligation owed to the Disclosing Party, or that is independently developed by the Receiving Party without use of or reference to the Confidential Information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9766644e-dedd-4603-811a-f0bf83f75cb7","order":134,"text":"The Receiving Party shall use the Confidential Information solely for the purpose of performing this Agreement, shall not disclose it to any third party without the Disclosing Party's prior written consent, and shall protect it using at least the degree of care that it applies to its own confidential information of a similar nature and in no event less than a reasonable degree of care.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1aaad5e8-592b-4661-8ef5-9fbd6bd61ecf","order":135,"text":"The Receiving Party may disclose Confidential Information to its Personnel and professional advisers who need to know it for the purposes of this Agreement and who are bound by obligations of confidentiality no less protective than those set out in this Article. The Receiving Party remains responsible for any breach by those persons.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8704aaa3-d085-4045-b7c5-31b7476428de","order":136,"text":"If the Receiving Party is required by law, regulation or court order to disclose Confidential Information, it shall, to the extent legally permitted, give the Disclosing Party prompt written notice so that the Disclosing Party may seek a protective order, and shall disclose only that part of the Confidential Information that it is legally required to disclose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d884e372-71d7-419e-9b4d-01bbb1db22cb","order":137,"text":"The obligations set out in this Article continue for [Number] years after the expiration or termination of this Agreement and, in respect of information that constitutes a trade secret under applicable law, for so long as that information remains a trade secret.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6fe89403-ce20-4f86-8694-69edc99a9bc0","order":138,"text":"Upon the Disclosing Party's written request, and in any event upon termination of this Agreement, the Receiving Party shall return or destroy all Confidential Information in its possession and shall, on request, certify in writing that it has done so. The Receiving Party may retain one copy in its secure archives, together with copies contained in routine electronic backups, subject to the continuing obligations of this Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6015be1b-e406-4e33-980b-72e62bb03913","order":139,"text":"The Parties acknowledge that a breach of this Article may cause irreparable harm for which damages would not be an adequate remedy, and that the Disclosing Party is entitled to seek injunctive relief in addition to any other remedy available to it, without the requirement to post a bond.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"13ff85eb-5bc6-4035-a89e-0bf2258e67e6","order":140,"text":"Notice under the Defend Trade Secrets Act of 2016. An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation for reporting a suspected violation of law may disclose the trade secret to his or her attorney and may use the trade secret information in the court proceeding, provided that the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"03acf256-42d0-4b60-b9e9-3e67312f2559","order":141,"text":"15. PERSONAL DATA AND INFORMATION SECURITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"cd4ab805-6448-4c70-9069-f5c4f5b198f4","value":"yes","type":"add","operator":"="}],"marginTop":"24","sectionNum":"S15"},{"id":"b809164b-8c1f-4381-81cb-d84a3436a5ed","order":142,"text":"In the performance of the Services the Developer will process personal data on behalf of the Client. The categories of personal data and of data subjects concerned are the following: [Categories of personal data and of data subjects].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cd4ab805-6448-4c70-9069-f5c4f5b198f4","value":"yes","type":"add","operator":"="}]},{"id":"ac801548-bca9-44b7-817f-84a2c1022b60","order":143,"text":"The Developer shall process personal data only on the documented instructions of the Client and solely for the purpose of performing the Services. The Developer shall not sell or share personal data, shall not retain, use or disclose personal data for any purpose other than the business purposes set out in this Agreement, and shall not combine personal data received from the Client with personal data received from any other source, except as permitted by applicable law. The Developer certifies that it understands the restrictions set out in this Article and will comply with them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cd4ab805-6448-4c70-9069-f5c4f5b198f4","value":"yes","type":"add","operator":"="}]},{"id":"754d7c3b-c9ae-4da8-9612-2d9235b684f5","order":144,"text":"The Developer shall implement and maintain appropriate administrative, technical and physical safeguards designed to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access, including encryption of personal data in transit and at rest, role-based access controls, logging and monitoring, secure software development practices addressing at least the risks described in the OWASP Top Ten, vulnerability management and regular testing of those safeguards.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cd4ab805-6448-4c70-9069-f5c4f5b198f4","value":"yes","type":"add","operator":"="}]},{"id":"1fa9dd94-edd2-45df-899f-ee67d5ad8de2","order":145,"text":"The Developer shall notify the Client of any actual or reasonably suspected breach of security leading to the destruction, loss, alteration, unauthorized disclosure of, or access to, personal data without undue delay and in any event within [Number] hours after becoming aware of it, and shall provide the Client with all information and assistance reasonably required for the Client to comply with its own notification obligations.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cd4ab805-6448-4c70-9069-f5c4f5b198f4","value":"yes","type":"add","operator":"="}]},{"id":"0b98e3e1-3fca-4333-a1f8-28f5e5bef7c6","order":146,"text":"The Developer shall not engage a subprocessor without the Client's prior written authorization, shall impose on each authorized subprocessor obligations no less protective than those set out in this Article, and remains liable to the Client for the performance of each subprocessor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cd4ab805-6448-4c70-9069-f5c4f5b198f4","value":"yes","type":"add","operator":"="}]},{"id":"960caeac-ef2c-4ed9-944e-dddc84cfc4d2","order":147,"text":"The Developer shall ensure that the persons authorized to process personal data are bound by obligations of confidentiality, shall assist the Client in responding to requests from data subjects and to enquiries from supervisory authorities, and shall make available to the Client the information reasonably necessary to demonstrate compliance with this Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cd4ab805-6448-4c70-9069-f5c4f5b198f4","value":"yes","type":"add","operator":"="}]},{"id":"3ca16b4a-d596-496d-84e6-f49f052ece0e","order":148,"text":"Upon termination of this Agreement, and at the Client's option, the Developer shall return or securely delete all personal data processed on behalf of the Client and shall certify the deletion in writing, except to the extent that retention is required by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cd4ab805-6448-4c70-9069-f5c4f5b198f4","value":"yes","type":"add","operator":"="}]},{"id":"cff7c5b8-7171-4914-9050-7e787f367657","order":149,"text":"If the processing of personal data is subject to the law of a jurisdiction requiring additional contractual terms, including the General Data Protection Regulation, the Parties shall enter into such further data processing terms and transfer mechanisms as are necessary for compliance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cd4ab805-6448-4c70-9069-f5c4f5b198f4","value":"yes","type":"add","operator":"="}]},{"id":"0b5dc18d-2402-40ad-8bc0-2c6e3d67788c","order":150,"text":"16. REPRESENTATIONS AND WARRANTIES; INSURANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S16"},{"id":"72cede8d-fbb6-406d-8502-a48fdd20db5b","order":151,"text":"Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement, that this Agreement has been duly authorized and constitutes its binding obligation, and that its execution and performance do not conflict with any other agreement by which it is bound.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b0beb322-0d0a-4f4d-a3c0-c25f2aecd98a","order":152,"text":"The Developer represents and warrants that the Services will be performed in a professional and workmanlike manner by personnel who are suitably qualified and experienced.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4d5a0886-9987-41f0-ac95-3006a4b4967d","order":153,"text":"The Developer warrants that, for a period of [Number] days after Acceptance of a Deliverable, that Deliverable will operate in all material respects in conformity with the Specifications and the Documentation. If a Defect is notified during that period, the Developer shall correct it at no charge and, if it fails to do so within thirty (30) days, shall refund the Fees paid in respect of the affected Deliverable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1b150c93-3865-4d89-b9d6-3caa9c2d9395","order":154,"text":"The Developer represents and warrants that the Work Product is original to it or to its Personnel, that it has and will have all rights necessary to grant the rights granted under this Agreement, and that the Deliverables do not and will not infringe or misappropriate any Intellectual Property Rights of any third party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"927f266e-ad2e-4c46-b8cf-6d56598753d1","order":155,"text":"Where the Deliverables include a website or a user-facing interface, the Developer represents and warrants that it will be developed so as to conform substantially to Level AA of the Web Content Accessibility Guidelines (WCAG) version 2.1, except to the extent that the Specifications expressly provide otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"94ab3768-02aa-4709-adbd-2b03737bcbae","order":156,"text":"The Developer represents and warrants that the Deliverables do not and will not contain any virus, worm, Trojan horse, ransomware, back door, time bomb, drop-dead device, disabling code or other routine designed to permit unauthorized access to, or to disable, damage or erase, any software, hardware or data.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"477a25d5-1764-4ac9-b701-b5d774dc094a","order":157,"text":"The warranties given in this Article do not apply to the extent that a Defect results from the modification of a Deliverable by a person other than the Developer, from the use of a Deliverable otherwise than in accordance with the Documentation, or from the combination of a Deliverable with hardware or software not approved by the Developer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ef672db4-879c-42f1-9513-09f5eb4494ab","order":158,"text":"EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE DEVELOPER DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE OPERATION OF THE DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"da992af4-a971-4d94-9f58-56bbc8615b57","order":159,"text":"The Developer shall maintain, at its own expense, for the duration of this Agreement and for one (1) year thereafter, professional liability (errors and omissions) and cyber liability insurance with a limit of not less than USD [Amount] per claim, together with commercial general liability insurance and, where required by law, workers' compensation insurance. The Developer shall provide certificates of insurance upon the Client's written request.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"487cf95b-b56d-41b5-9e8e-a87d8d48eda7","order":160,"text":"The commercial general liability policy shall name the Client as an additional insured, shall be primary and non-contributory to any insurance maintained by the Client, and shall include a waiver of subrogation in favor of the Client. The Developer shall give the Client at least thirty (30) days' written notice before the cancellation of any policy required by this Article or before any material reduction of the coverage that it provides.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"70ece419-3656-4968-b144-317384a025d4","order":161,"text":"17. INDEMNIFICATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S17"},{"id":"945dd778-db62-4045-a0c4-3952fd1ae2b4","order":162,"text":"The Developer shall defend, indemnify and hold harmless the Client, its affiliates and their respective officers, directors, employees and agents from and against any third-party claim, and all resulting losses, damages, liabilities, settlements, costs and reasonable attorneys' fees, arising out of or relating to an allegation that the Deliverables or the Services infringe or misappropriate the Intellectual Property Rights of a third party, a breach by the Developer of its obligations of confidentiality or of the Article entitled \"Open Source Software\", the gross negligence or willful misconduct of the Developer or of its Personnel, or bodily injury, death or damage to tangible property caused by the Developer or by its Personnel.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"58a857d0-df36-4df1-9f5c-7693ce818755","order":163,"text":"If a Deliverable becomes, or in the Developer's reasonable opinion is likely to become, the subject of an infringement claim, the Developer shall at its own expense and at its option procure for the Client the right to continue using the Deliverable, replace or modify it so that it becomes non-infringing while remaining materially equivalent in functionality, or, if neither of those options is commercially reasonable, refund the Fees paid in respect of the affected Deliverable and accept the termination of this Agreement in respect of it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8f173104-09ef-4a1c-b6f9-b3f19d2aac0f","order":164,"text":"The Developer's indemnity does not apply to the extent that a claim arises from the Client Materials, from specifications furnished by the Client and implemented by the Developer without material deviation, from the modification of a Deliverable by a person other than the Developer, or from the combination of a Deliverable with items not supplied or approved by the Developer, in each case where the claim would not have arisen but for that circumstance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"eeca7907-6342-460f-8080-a215e64ea8cc","order":165,"text":"The Client shall defend, indemnify and hold harmless the Developer from and against any third-party claim, and all resulting losses, damages, liabilities, settlements, costs and reasonable attorneys' fees, arising out of an allegation that the Client Materials infringe or misappropriate the Intellectual Property Rights of a third party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a5c96e5e-125a-4941-91e2-9fbcfb7eb227","order":166,"text":"The Party seeking indemnity shall give the indemnifying Party prompt written notice of the claim, shall give the indemnifying Party sole control of the defense and settlement of the claim, and shall provide reasonable cooperation at the indemnifying Party's expense. A failure to give prompt notice relieves the indemnifying Party of its obligations only to the extent that it is prejudiced by that failure. The indemnifying Party shall not settle a claim in a manner that imposes any obligation or admission on the indemnified Party without the prior written consent of that Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"81e61178-cfdc-4bf9-950f-dee2fce24b8b","order":167,"text":"18. LIMITATION OF LIABILITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S18"},{"id":"91fb1899-b17a-4aea-8e0c-56f1e1facc79","order":168,"text":"TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, NOR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7479eec1-1aaf-4594-a1c1-2594a1601933","order":169,"text":"EXCEPT AS PROVIDED BELOW, THE TOTAL AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID AND PAYABLE BY THE CLIENT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6ac728ab-7880-4099-9e1b-07811da63b89","order":170,"text":"The limitations set out in this Article do not apply to a Party's indemnification obligations, to a breach of the Article entitled \"Confidentiality\", to the infringement or misappropriation of the other Party's Intellectual Property Rights, to the Client's obligation to pay the Fees, to a Party's gross negligence or willful misconduct, or to any liability that cannot be limited or excluded under applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0adb27d1-c39d-4935-9f8f-13ae6dae6af9","order":171,"text":"The Parties acknowledge that the limitations and exclusions set out in this Article reflect the allocation of risk agreed between them, that they have been taken into account in setting the Fees, and that they form an essential basis of the bargain between them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"223ffc3b-c8f4-49c7-9b13-977fcd53d23c","order":172,"text":"19. TERM AND TERMINATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S19"},{"id":"ab0806f9-0837-4aa8-bba4-7460b085e81c","order":173,"text":"This Agreement takes effect on the Effective Date and continues until the Services have been completed and all Deliverables have been accepted, unless it is terminated earlier in accordance with this Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f88878e0-cc3e-43f7-8260-7c6cc555cc3e","order":174,"text":"The Client may terminate this Agreement, or any severable part of the Services, for convenience by giving the Developer [Number] days' written notice. In that event the Client shall pay the Developer for the Services properly performed up to the effective date of termination and for non-cancellable commitments reasonably incurred in reliance on this Agreement, and the Developer shall have no further claim.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"602b1473-a7e5-4819-8c7d-ff0424b48caf","order":175,"text":"Either Party may terminate this Agreement for cause by written notice if the other Party commits a material breach of this Agreement and fails to remedy that breach within [Number] days after receiving written notice specifying the breach and requiring it to be remedied.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"be6b6a3b-4ab6-401f-a792-f7fd4e4e112b","order":176,"text":"Either Party may terminate this Agreement with immediate effect by written notice if the other Party becomes insolvent, is unable to pay its debts as they fall due, makes an assignment for the benefit of creditors, or has a receiver, trustee or liquidator appointed over a substantial part of its assets.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c267f9b0-8def-491d-95b5-819cf532a242","order":177,"text":"Upon expiration or termination for any reason, the Developer shall promptly deliver to the Client all Work Product, including works in progress, together with the Source Code, the Documentation, the Client Materials and the Confidential Information of the Client in its possession, in a usable and documented form, and the Client shall pay all undisputed amounts due in respect of Services properly performed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cfbdcbdd-9936-4e0c-adcf-fa6e905f6b1b","order":178,"text":"At the Client's written request, the Developer shall provide reasonable transition assistance for a period of up to sixty (60) days after termination, including knowledge transfer, code walkthroughs and assistance in migrating the Deliverables, charged at the Developer's then-current standard rates, save where the termination is for the Developer's breach, in which case such assistance shall be provided at no charge.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"be4cde2b-a005-4a23-b370-42fd0b642d9c","order":179,"text":"The Articles entitled \"Definitions\", \"Intellectual Property Rights in the Work Product\", \"Fees, Expenses and Taxes\", \"Background Technology and Third-Party Materials\", \"Hosting, Domain Names and Third-Party Accounts\", \"Open Source Software\", \"Confidentiality\", \"Representations and Warranties; Insurance\", \"Indemnification\", \"Limitation of Liability\", \"Notices\", \"Governing Law and Dispute Resolution\" and \"General Provisions\", together with any provision that by its nature is intended to survive, remain in full force and effect after the expiration or termination of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"770821da-a48e-4c61-aea8-9ccb23894658","order":180,"text":"The Article entitled \"Source Code Escrow\" likewise remains in full force and effect after the expiration or termination of this Agreement, so that the release events set out in it, including termination by the Client for cause, retain their full effect and so that any license granted upon release survives.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ae1a9687-4fef-4484-8fa5-fc82847ee099","value":"yes","type":"add","operator":"="}]},{"id":"8debbd31-29db-4529-8e05-afad082b26c4","order":181,"text":"The Article entitled \"Personal Data and Information Security\" likewise remains in full force and effect after the expiration or termination of this Agreement in respect of the obligations that by their terms apply after termination, including the return or the secure deletion of personal data and the certification of that deletion.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cd4ab805-6448-4c70-9069-f5c4f5b198f4","value":"yes","type":"add","operator":"="}]},{"id":"a99b2b66-4ca8-43de-a86a-ebe94bba1ed4","order":182,"text":"20. MAINTENANCE AND SUPPORT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"a416f09e-aee3-4fa3-9f96-50a3fd7f8360","value":"yes","type":"add","operator":"="}],"marginTop":"24","sectionNum":"S20"},{"id":"8c84b378-6466-4182-9860-1ba380dfc0aa","order":183,"text":"With effect from Acceptance of the final Deliverable, the Developer shall provide maintenance and support services in respect of the Deliverables for an initial term of twelve (12) months, renewable by written agreement of the Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a416f09e-aee3-4fa3-9f96-50a3fd7f8360","value":"yes","type":"add","operator":"="}]},{"id":"1a21dc57-b645-4608-8d51-872fa06c3fc2","order":184,"text":"The Client shall pay a maintenance fee of USD [Amount] per month, invoiced monthly in arrears and payable on the terms set out in the Article entitled \"Fees, Expenses and Taxes\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a416f09e-aee3-4fa3-9f96-50a3fd7f8360","value":"yes","type":"add","operator":"="}]},{"id":"e32432fc-08f5-4922-9d0e-7ddd68d2aaaf","order":185,"text":"Support shall be available during the following hours: [Support hours]. The Developer shall acknowledge a report of a critical incident, being an incident that renders the Deliverables unusable or that materially impairs their principal functions, within [Number] hours after receipt, and shall thereafter use continuous commercially reasonable efforts to restore service.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a416f09e-aee3-4fa3-9f96-50a3fd7f8360","value":"yes","type":"add","operator":"="}]},{"id":"8c14ac17-4414-4f56-9028-79ab41ca81c4","order":186,"text":"Maintenance and support include the diagnosis and correction of Defects, the application of security patches and of updates to third-party components, the maintenance of compatibility with supported browsers and operating systems, and reasonable assistance to the Client's technical staff. They do not include the development of new features or material changes to the Specifications, which shall be performed only under a Change Order.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a416f09e-aee3-4fa3-9f96-50a3fd7f8360","value":"yes","type":"add","operator":"="}]},{"id":"34358c94-cd03-403d-862e-2f73d515613e","order":187,"text":"Either Party may terminate the maintenance and support services with effect from the end of the then-current term by giving at least thirty (30) days' written notice before that date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a416f09e-aee3-4fa3-9f96-50a3fd7f8360","value":"yes","type":"add","operator":"="}]},{"id":"2d8a9d19-cd84-4583-9c4a-2aaddcee0e65","order":188,"text":"21. INDEPENDENT CONTRACTOR; PERSONNEL; NON-SOLICITATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S21"},{"id":"ed25cc10-f0aa-4085-9404-7b5b0c94c084","order":189,"text":"The Developer is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the Parties. Neither Party has authority to bind the other or to incur any obligation on its behalf.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6e0bf95c-a666-432b-ac52-a694ecc4cd41","order":190,"text":"The Developer is solely responsible for the recruitment, supervision, compensation and discharge of its Personnel, for all wages, benefits, payroll taxes, unemployment and workers' compensation contributions and withholdings relating to them, and for compliance with all employment, immigration and labor laws applicable to them. The Developer's Personnel are not entitled to any benefit provided by the Client to its own employees.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bfd8b8b5-b77e-47a0-8801-783390447ce8","order":191,"text":"The Developer warrants that each member of its Personnel who performs any part of the Services has entered into a written agreement with the Developer that assigns to the Developer all Intellectual Property Rights in that person's contributions and that imposes obligations of confidentiality sufficient to enable the Developer to perform its obligations under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"af675b6a-f84b-463e-950b-f34107958eb5","order":192,"text":"The project manager designated under the Article entitled \"Engagement and Scope of Services\", together with any other individual whom the Parties identify in writing as key to the Project, shall not be removed from the Project or replaced by the Developer without the Client's prior written consent, otherwise than by reason of resignation, incapacity, death or dismissal for cause. Any replacement shall have qualifications and experience at least equivalent to those of the person replaced, and the Developer shall bear the cost of familiarizing that replacement with the Project.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"12030d17-03f2-4604-b06d-28b21dbf7b0c","order":193,"text":"During the term of this Agreement and for [Number] months after its expiration or termination, neither Party shall directly solicit for employment or engagement any individual employed or engaged by the other Party who has been materially involved in the Project, without the other Party's prior written consent. This restriction does not apply to a response to a general advertisement or recruitment campaign that is not specifically directed at the other Party's Personnel.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d18685bc-379a-4a5f-848b-d400dd861b53","order":194,"text":"The Parties acknowledge that the restriction set out above is reasonable in scope, duration and geographic reach and that it is necessary in order to protect the legitimate business interests of each of them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"12953d5f-5d96-4e1b-b03b-c35aae9cf78b","order":195,"text":"The restriction set out above applies only to the extent permitted by the law applicable to the individual concerned. Where that law prohibits or limits restrictions on the solicitation or the hiring of personnel, including under Section 16600 and Section 16600.5 of the California Business and Professions Code where California law applies, that restriction does not apply, or applies only to the extent permitted, and its duration and scope shall be reduced to the maximum that is enforceable. The remaining provisions of this Article are unaffected.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7ddaa712-ac38-42bb-a0fc-947611eaeffd","order":196,"text":"22. FORCE MAJEURE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S22"},{"id":"cc4040f4-78a5-471d-9653-993579f86ef5","order":197,"text":"Neither Party shall be liable for any failure or delay in the performance of its obligations, other than an obligation to pay money, to the extent that the failure or delay is caused by an event beyond its reasonable control, including acts of God, fire, flood, earthquake, epidemic, war, terrorism, civil unrest, governmental action, a labor dispute affecting a third party, the failure of the public internet or of a utility, or the failure of a third-party service upon which performance depends (an \"Event of Force Majeure\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4f9ae15b-f635-4b20-96b1-d0d5d07a0d7e","order":198,"text":"The affected Party shall notify the other Party in writing as soon as reasonably practicable, shall use commercially reasonable efforts to mitigate the effects of the Event of Force Majeure, and shall resume performance as soon as it is able to do so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2e7a07b1-2b26-4428-bc0a-b06a1286b183","order":199,"text":"If an Event of Force Majeure continues for more than thirty (30) consecutive days, either Party may terminate this Agreement by written notice, without liability other than for amounts due in respect of Services properly performed before the date of termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1362748c-5063-4811-b241-764cfd3c4da4","order":200,"text":"23. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S23"},{"id":"b09b27ca-0340-4b04-8c77-442cdd7e754b","order":201,"text":"Every notice given under this Agreement shall be in writing and shall be delivered by hand, by nationally recognized overnight courier, by certified mail with return receipt requested, or by email with confirmation of receipt, in each case to the addresses set out below or to such other address as a Party may notify in accordance with this Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f9c17870-c573-47a1-a9ca-38052d43f2ed","order":202,"text":"Notices to the Client shall be sent to [Client address], with a copy by email to [Client email address].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"914c4cd0-1031-4bef-a1d6-2cdbc0f7c058","order":203,"text":"Notices to the Developer shall be sent to [Developer address], with a copy by email to [Developer email address].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a978c262-e336-4272-b175-e295644d4757","order":204,"text":"A notice is deemed to have been given upon delivery if delivered by hand, on the business day following dispatch if sent by overnight courier, on the third business day following mailing if sent by certified mail, and on the day of transmission if sent by email before 5:00 p.m. in the recipient's time zone on a business day, and otherwise on the next business day.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3e981af8-fe2d-4ea0-aa7c-46e226130f50","order":205,"text":"24. GOVERNING LAW AND DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S24"},{"id":"44143bd2-535e-48f8-8723-672ccfb4a262","order":206,"text":"This Agreement, and any dispute arising out of or relating to it or to its subject matter, is governed by the laws of the State of [State], without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cd66578e-03b6-4264-9962-fa8f01cb6dae","order":207,"text":"Before commencing any proceeding, the Parties shall attempt in good faith to resolve the dispute by negotiation between senior representatives having authority to settle it. Either Party may initiate that process by written notice describing the dispute. If the dispute is not resolved within fifteen (15) business days after that notice, either Party may proceed as provided below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0daa109f-10e6-4aad-8afe-3645d012edf0","order":208,"text":"Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in [County or city], State of [State], for the resolution of any dispute arising out of or relating to this Agreement, waives any objection based on venue or on the doctrine of forum non conveniens, and consents to personal jurisdiction in those courts.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ea10bb94-262b-4def-af11-fdd37b0b0972","value":"courts","type":"add","operator":"="}]},{"id":"5f8fde4a-5411-4356-b1d6-b5f9737c0ae6","order":209,"text":"EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ea10bb94-262b-4def-af11-fdd37b0b0972","value":"courts","type":"add","operator":"="}]},{"id":"dafc4898-a3f4-43ab-a589-309dbc1cd9be","order":210,"text":"If the law of the governing State does not permit the right to a trial by jury to be waived before a dispute has arisen, the preceding paragraph is of no effect, and the Parties shall instead resolve their disputes by such means of avoiding a trial by jury as that law permits, including any available procedure of judicial reference or trial by the court. The invalidity of that waiver does not affect any other provision of this Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ea10bb94-262b-4def-af11-fdd37b0b0972","value":"courts","type":"add","operator":"="}]},{"id":"afeb03cf-e768-4b81-a98b-caa706b3ef65","order":211,"text":"In any proceeding arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ea10bb94-262b-4def-af11-fdd37b0b0972","value":"courts","type":"add","operator":"="}]},{"id":"734856da-fdbc-40d5-b750-f0d0bc72cea0","order":212,"text":"Any dispute arising out of or relating to this Agreement that is not resolved by negotiation shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in [County or city], State of [State]. The arbitration is governed by the Federal Arbitration Act, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ea10bb94-262b-4def-af11-fdd37b0b0972","value":"arbitration","type":"add","operator":"="}]},{"id":"232c42ee-9f1a-4015-bbcb-ef5025c554b9","order":213,"text":"The arbitration, and all information disclosed in the course of it, shall be kept confidential by the Parties, except to the extent that disclosure is required by law or is necessary in order to enforce the award. The arbitrator may award the prevailing Party its reasonable attorneys' fees and the costs of the arbitration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ea10bb94-262b-4def-af11-fdd37b0b0972","value":"arbitration","type":"add","operator":"="}]},{"id":"27ca9131-e5b1-4036-affb-3c870f2068b4","order":214,"text":"EACH PARTY WAIVES ANY RIGHT TO BRING OR TO PARTICIPATE IN A CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ea10bb94-262b-4def-af11-fdd37b0b0972","value":"arbitration","type":"add","operator":"="}]},{"id":"f537b559-5cf1-40bf-9e80-f3cb3013b468","order":215,"text":"Nothing in this Article prevents a Party from seeking injunctive or other equitable relief from a court of competent jurisdiction in order to protect its Intellectual Property Rights or its Confidential Information pending the resolution of a dispute.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fbe340a7-0710-4755-aed2-99ef38689250","order":216,"text":"25. GENERAL PROVISIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S25"},{"id":"3335446c-b3b4-4d94-b943-fc3914fd46e8","order":217,"text":"This Agreement, together with its Schedules and any Change Order signed by the Parties, constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior proposals, quotations, purchase orders, negotiations and understandings, whether written or oral. Neither Party has relied upon any statement or representation that is not set out in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b41afb21-8a50-4233-a5f5-7af5e9575fcc","order":218,"text":"In the event of a conflict, the following order of precedence applies: any Change Order signed after the Effective Date, then the body of this Agreement, then the Schedules. Pre-printed terms appearing on a purchase order or on any other business form of either Party have no effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e02bce6a-f889-4212-8a29-ed7facc933eb","order":219,"text":"This Agreement may be amended only by a written instrument signed by an authorized representative of each Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b1ae0362-edcd-4c3d-967a-e5d4911f07b3","order":220,"text":"A failure or delay in exercising a right under this Agreement does not operate as a waiver of that right, and a single or partial exercise does not preclude any further exercise. A waiver is effective only if given in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"db864f9e-61dd-4b8d-95de-97338a1d219b","order":221,"text":"If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision shall be modified to the minimum extent necessary to render it enforceable while preserving the intent of the Parties, and the remaining provisions shall remain in full force and effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7898cea7-9b81-4035-b08e-7a9cf9946ba5","order":222,"text":"Neither Party may assign this Agreement, in whole or in part, without the other Party's prior written consent, except that either Party may assign it, upon written notice and without consent, to a successor in connection with a merger, a reorganization or a sale of all or substantially all of its assets, provided that the assignee assumes all obligations under this Agreement. Any purported assignment in breach of this provision is void. This Agreement binds and benefits the Parties and their permitted successors and assigns.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5f98bbbb-1b3e-49b0-aba7-19e33f6ea24d","order":223,"text":"Save for the indemnified persons identified in the Article entitled \"Indemnification\", this Agreement does not confer any right or remedy upon any person who is not a Party to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b2a89570-a00b-4243-984f-c5e2fa3ad96a","order":224,"text":"This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one and the same instrument. Signatures transmitted electronically, and electronic signatures complying with the Electronic Signatures in Global and National Commerce Act or with an applicable state enactment of the Uniform Electronic Transactions Act, have the same effect as original signatures.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6304bc9f-8dc9-4aea-b93b-aa0a8c15d354","order":225,"text":"Each Party shall comply with all applicable export control, economic sanctions and anti-corruption laws, including the United States Export Administration Regulations and the Foreign Corrupt Practices Act, in connection with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5cceed33-56b4-4036-8730-bbececa8309e","order":226,"text":"Except where this Agreement expressly provides that a remedy is exclusive, the rights and remedies set out in this Agreement are cumulative and are in addition to any other right or remedy available at law or in equity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3c48c681-514b-4680-a6b9-658000a46c66","order":227,"text":"The Client may set off against any amount payable to the Developer any amount that the Developer owes to the Client under this Agreement, provided that the Client has first given the Developer written notice of its intention to do so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c48f2da6-18c5-46fb-bd67-297e050f9809","order":228,"text":"The headings used in this Agreement are for convenience only and do not affect its interpretation. This Agreement has been negotiated by the Parties and shall be construed without any presumption against the Party that drafted it. The word \"including\" means \"including without limitation\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c52ec461-d3dc-47fd-90ac-6f033658536d","order":229,"text":"IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true,"marginTop":"26"},{"id":"b3f31876-58b1-4bc4-900a-d06f59dad57f","order":230,"text":"CLIENT","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"6b1bd5b3-1b02-4f60-868e-af56ee4e3e7f","order":231,"text":"[Client legal name]

By: ______________________________
Name: [Name of the signatory]
Title: [Title of the signatory]
Date: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true,"displayConditions":[{"field":"4fa7acd2-9a78-4640-a07c-d2d9cf829578","value":"entity","type":"add","operator":"="}]},{"id":"ab1e6e6a-0999-4a33-93d4-040c4c42c650","order":232,"text":"[Client legal name]

By: ______________________________
Date: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true,"displayConditions":[{"field":"4fa7acd2-9a78-4640-a07c-d2d9cf829578","value":"individual","type":"add","operator":"="}]},{"id":"7e8d6ab8-1f84-441b-8a4f-3c3426a5a629","order":233,"text":"DEVELOPER","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"dd77b755-0f1d-4c69-a7b7-36941cf866f3","order":234,"text":"[Developer legal name]

By: ______________________________
Name: [Name of the signatory]
Title: [Title of the signatory]
Date: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true,"displayConditions":[{"field":"d55d55e4-a8bd-4fb2-9bb2-76532c55442f","value":"entity","type":"add","operator":"="}]},{"id":"2efbac53-22df-4f1c-b1d9-e77f321305e3","order":235,"text":"[Developer legal name]

By: ______________________________
Date: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true,"displayConditions":[{"field":"d55d55e4-a8bd-4fb2-9bb2-76532c55442f","value":"individual","type":"add","operator":"="}]},{"id":"5408ab75-61aa-45bf-a600-133d40dafd96","order":236,"text":"SCHEDULE 1 — SPECIFICATIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"28"},{"id":"ff946d00-8d38-485c-b96e-bf6f364e21ba","order":237,"text":"Deliverables and functional scope:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"2ce1391f-ea66-4cea-b738-c98f817425b9","order":238,"text":"[Deliverables and functional scope]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"0c983fc8-8176-4213-ac0d-ec9ed28a7124","order":239,"text":"Technical environment, technology stack and hosting:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"80dcc306-ea88-45e1-9031-d3b31cadcf5b","order":240,"text":"[Technical environment, stack and hosting]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"1ee44afc-e3c2-4677-a236-8a31fabe2566","order":241,"text":"Acceptance Criteria: each Deliverable shall conform in all material respects to the requirements set out in this Schedule and shall operate without material Defects in the environment described above.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"17f3a873-0482-4bce-917f-7057189cacd3","order":242,"text":"SCHEDULE 2 — DEVELOPMENT SCHEDULE AND ALLOCATION OF THE FEES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"28"},{"id":"9f5a64d8-f1f9-4567-b51f-0f7bdbc379bd","order":243,"text":"Commencement date: [Start date]. Target completion date: [Target completion date].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"9fb947c3-0dc3-426e-8360-64bdca0d236f","order":244,"text":"Milestones, delivery dates and allocation of the Fees:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"4f058611-de82-405d-9ba3-64f7120ffc09","order":245,"text":"[Milestones, delivery dates and payment allocation]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"eb99eaa3-300b-446a-8241-48b4fc73afad","order":246,"text":"SCHEDULE 3 — BACKGROUND TECHNOLOGY, THIRD-PARTY MATERIALS AND OPEN SOURCE COMPONENTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"28"},{"id":"c5357834-67b9-40d6-b1f6-2a3dc7a5cabb","order":247,"text":"Developer Background Technology incorporated into the Deliverables:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"297148b1-b549-4fa5-b63f-9ae290c40935","order":248,"text":"[Background Technology]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"cf7c62e4-aced-414b-bd56-64c269111488","order":249,"text":"Third-party components, licensors and license terms:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"cd7736b0-4654-4341-b9ba-845fb00e6b39","order":250,"text":"[Third-party components and licenses]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"07ee8b3e-784c-4d6d-b703-61219814c70b","order":251,"text":"The Developer shall supplement this Schedule with the open source bill of materials required by the Article entitled \"Open Source Software\" upon delivery of each Deliverable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true}]